Code of conduct

Role of governors

All members of the Board of Governors are expected to:

(a) Act in a corporate manner, rather than as a representative of any constituency or group (i.e. governors are not delegates)

(b) Challenge constructively and to act as a critical friend of the university

(c) Exercise independent judgment

(d) Act as ambassadors and influencers for the university both within and outside it and to help lever advantage for the university

(e) Contribute effectively and sensitively to discussions inside and outside the Board of Governors

(f) To respect their duty of confidentiality (i.e. where a matter is expressed as confidential, not to disclose or discuss this outside the meeting of the board or committee)

(g) Observe both individual and corporately the Seven Principles of Public Life (The “Nolan Principles”):

1. Selflessness
   Holders of public office should act solely in terms of the public interest.
2. Integrity
   Holders of public office must avoid placing themselves under any obligation to people or organisations that might try inappropriately to influence them in their work. They should not act or take decisions in order to gain financial or other material benefits for themselves, their family, or their friends. They must declare and resolve any interests and relationships.
3. Objectivity
   Holders of public office must act and take decisions impartially, fairly and on merit, using the best evidence and without discrimination or bias.
4. Accountability
   Holders of public office are accountable to the public for their decisions and actions and must submit themselves to the scrutiny necessary to ensure this.
5. Openness
   Holders of public office should act and take decisions in an open and transparent manner. Information should not be withheld from the public unless there are clear and lawful reasons for so doing.
6. Honesty
   Holders of public office should be truthful.
7. Leadership
   Holders of public office should exhibit these principles in their own behaviour. They should actively promote and robustly support the principles and be willing to challenge poor behaviour wherever it occurs.

Register of interests

It is a normal expectation in public life that those holding responsibility for decisions, particularly those which have financial considerations and effects, should ensure that they distance themselves from any possibility of a conflict of interest between any of their personal activities and matters with which they are involved as members of a public body. To facilitate good practice and to reinforce the board’s commitment to propriety at all times, a Register of Interests will be maintained and updated on an annual basis. The register will record financial and other relevant interests of all members of the Board of Governors and is published on the university website.

As a guide, members of the board should ask themselves whether members of the public, knowing the facts of the situation, would reasonably conclude that the member’s interests might influence the approach taken to the board’s actions. If so, the interest would be deemed to be sufficient for an entry to be made in the Register of Interests.

The register asks members to record the interests arising in the following areas of activity:

• directorships, trusteeships both remunerated and unremunerated
• employment, office or profession or other activity
• other interests, for example: known clients or business relationships which have a direct connection with the university and its associated companies or which might affect their business; any significant known shareholdings in organisations which have business with the university or its associated companies; unremunerated posts, honorary positions and other connections which may give rise to a conflict of interest or of trust.

Members of the Board of Governors are also asked to record relevant interests, where they are both known and material, held by their spouse, partner, parents, children and siblings.

It is not intended or expected that personal, political or religious affiliations be declared unless individuals judge that a particular association may have a direct effect on the board’s business.

Declarations of interest

• Any member of the Board of Governors who has a clear and substantial interest in a matter under consideration by the board should declare that interest at any meeting where the matter is to be discussed, whether or not that interest has already been declared and recorded in the Register of Interests. Such declarations should make clear the nature of the interest and whether it carries either direct or indirect financial interests to the individual member.
• Where such an interest constitutes a direct or indirect financial interest, the member involved should not speak, participate in or otherwise seek to influence any decision taken by the board relating to the matter under discussion, and should, if requested by the chair, withdraw from the meeting.
• Members of the board who hold office with or are employees of other bodies which receive funds from the university or its associated companies may participate in general discussions and decisions regarding such bodies, but should withdraw, if requested to do so by the chair, and not speak, participate in or otherwise seek to influence any decision taken by the board which relates principally to the particular body with which they are associated.
• Where a member of the board has an interest which is not financial, but which is relevant to the board’s business, that interest should be declared. Where the interest is substantial, the member involved should not speak, participate in or otherwise seek to influence any decision taken by the board and should withdraw from the discussions and decisions relating to that interest, if requested to do so by the chair. Where an interest arises from membership of a public body and where there is no financial interest, full participation in the discussion and decision is allowable. (A public body is any institution or organisation wholly or significantly supported through public funds, a professional organisation or a representative group.)
• As a guide, members of the board should ask themselves whether members of the public, knowing the facts of the situation, would reasonably conclude that the member’s interests might influence the approach taken to the board’s actions. If so, the interest would be deemed to be sufficient for the member to withdraw, if requested by the chair.
• Members of the board should not agree to participate in committees or other representative groups acting on behalf of the university or its associated companies where there is a clear possibility that a conflict of interest will regularly arise.
• No member of the board who is employed by the university shall, solely by the virtue of remuneration for services as an employee, be deemed for the purposes of this code to have a declarable interest.

Acceptance of gifts and hospitality

In their role as a member of the Board of Governors, an individual should always refuse offers of gifts or hospitality which they judge to be excessive. In general, meals may be accepted provided that they are working or other recognised proper occasions and the apparent costs of the hospitality are reasonable. It is acknowledged that attendance at social events where the invitation is clearly made because of a connection with the university is acceptable provided the hospitality is not excessive.

Remuneration

Members of the Board of Governors receive no remuneration from the university in respect of activities undertaken whilst acting as a governor, but are paid expenses for travel and subsistence in relation to duties undertaken as a consequence of board membership.

Compliance with the code

Any breach of this code may lead to action being taken against the governor, including removal from the board in accordance with the procedures set out in the Standing Orders.

If any member of the board has difficulty in complying with this code or is in doubt concerning a particular matter arising from it, they should contact the Deputy Secretary.